14A:9-5 - Restated certificate of incorporation
14A:9-5. Restated certificate of incorporation (1) A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision effected by a merger or consolidation and any further amendments as may be adopted concurrently with the restated certificate.
(2) If the proposed restated certificate merely restates and integrates, but does not substantively amend the certificate of incorporation as theretofore amended, it may be adopted by the board.
(3) If the proposed restated certificate restates and integrates and also substantively amends the certificate of incorporation as theretofore amended, such restated certificate shall be adopted in the following manner:
(a) The board shall approve the proposed restated certificate and direct that it be submitted to a vote at a meeting of the shareholders;
(b) Written notice setting forth the proposed restated certificate shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of such meeting;
(c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed restated certificate. The proposed restated certificate shall be adopted upon receiving a number of votes sufficient to adopt an amendment to the corporation's certificate of incorporation. The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments or as may be provided in the certificate of incorporation.
(4) The restated certificate shall recite that it is a restated certificate and shall contain all such provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed, except that
(a) It shall state the address of the corporation's then current registered office, and the name of its then current registered agent, and it shall also state the number, names and addresses of the directors constituting its then current board;
(b) It need not include statements as to the incorporator or incorporators or as to the first directors or the first registered office and registered agent;
(c) If, pursuant to subsection 14A:9-5(6), the restated certificate is to become effective subsequent to the time of filing, it shall state the date when it is to become effective.
(5) The restated certificate shall be executed on behalf of the corporation, and shall be filed in the office of the Secretary of State. There shall be attached to it and filed therewith a certificate executed on behalf of the corporation and setting forth
(a) The name of the corporation;
(b) The date such restated certificate was adopted; and
(c) If the restated certificate was adopted by the shareholders, it shall also set forth
(i) the number of shares entitled to vote
thereon, and, if the shares of any class or
series are entitled to vote thereon as a class,
the designation and number of shares entitled
to vote thereon of each such class and series;
(ii) the number of shares voted for and
against such adoption, and, if the shares of
any class or series are entitled to vote thereon
as a class, the number of shares of each such
class and series voted for and against such
adoption; and
(iii) if any amendment of the certificate of
incorporation made by such restated certificate
is intended to provide for an exchange,
reclassification, or cancellation of issued
shares, a statement of the manner in which the
same shall be effected.
(6) The restated certificate shall become effective upon the date of filing with the Secretary of State or at such later time, not to exceed 90 days from the date of filing, as may be set forth therein. A restated certificate adopted in the manner prescribed herein, whether by action of the board alone pursuant to subsection 14A:9-5 (2) or by action of the board and the shareholders pursuant to subsection 14A:9-5(3), shall supersede for all purposes the original certificate of incorporation and all amendments thereto made prior to the adoption of such restated certificate, and such restated certificate may be separately certified as the certificate of incorporation.
L.1968, c.350; amended 1969,c.102,ss.13,17; 1973,c.366,s.49; 1988,c.94,s.55.